Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-35092 | |
Entity Registrant Name | EXACT SCIENCES CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 02-0478229 | |
Entity Address, Address Line One | 5505 Endeavor Lane | |
Entity Address, City or Town | Madison | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 53719 | |
City Area Code | 608 | |
Local Phone Number | 535-8815 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | EXAS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 184,529,721 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001124140 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 347,487 | $ 605,378 |
Marketable securities | 304,606 | 172,266 |
Accounts receivable, net | 240,584 | 203,623 |
Inventory | 128,534 | 127,475 |
Prepaid expenses and other current assets | 99,059 | 85,627 |
Total current assets | 1,120,270 | 1,194,369 |
Long-term Assets: | ||
Property, plant and equipment, net | 702,041 | 698,354 |
Operating lease right-of-use assets | 142,017 | 143,708 |
Goodwill | 2,367,052 | 2,367,120 |
Intangible assets, net | 1,866,856 | 1,890,396 |
Other long-term assets, net | 178,085 | 177,387 |
Total assets | 6,376,321 | 6,471,334 |
Current liabilities: | ||
Accounts payable | 60,498 | 78,816 |
Accrued liabilities | 265,121 | 341,683 |
Operating lease liabilities, current portion | 27,225 | 29,379 |
Convertible Notes Payable, Current | 248,810 | 0 |
Loans Payable, Current | 50,000 | 50,000 |
Other current liabilities | 33,455 | 14,823 |
Total current liabilities | 685,109 | 514,701 |
Long-term liabilities: | ||
Convertible notes, net, less current portion | 2,066,805 | 2,314,276 |
Other long-term liabilities | 329,384 | 335,982 |
Operating lease liabilities, less current portion | 162,405 | 161,070 |
Total liabilities | 3,243,703 | 3,326,029 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value Authorized—5,000,000; shares issued and outstanding—no shares at March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.01 par value Authorized—400,000,000; shares issued and outstanding—183,845,188 and 181,364,180 shares at March 31, 2024 and December 31, 2023 | 1,839 | 1,815 |
Additional paid-in capital | 6,710,681 | 6,611,237 |
Accumulated other comprehensive income (loss) | (499) | 1,428 |
Accumulated deficit | (3,579,403) | (3,469,175) |
Total stockholders’ equity | 3,132,618 | 3,145,305 |
Total liabilities and stockholders’ equity | $ 6,376,321 | $ 6,471,334 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, issued (in shares) | 183,845,188 | 181,364,180 |
Common stock, outstanding (in shares) | 183,845,188 | 181,364,180 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 637,524 | $ 602,450 |
Operating expenses | ||
Cost of sales (exclusive of amortization of acquired intangible assets) | 170,101 | 156,866 |
Research and development | 110,608 | 95,419 |
Sales and marketing | 192,365 | 186,964 |
General and administrative | 243,117 | 217,295 |
Amortization of acquired intangible assets | 23,311 | 22,928 |
Impairment of long-lived assets | 4,446 | 69 |
Total operating expenses | 743,948 | 679,541 |
Other operating loss | (268) | 0 |
Loss from operations | (106,692) | (77,091) |
Other income (expense) | ||
Investment income, net | 6,213 | 490 |
Interest income (expense), net | (7,943) | 4,107 |
Total other income (expense) | (1,730) | 4,597 |
Net loss before tax | (108,422) | (72,494) |
Income tax expense | (1,806) | (1,657) |
Net loss | $ (110,228) | $ (74,151) |
Net loss per share—basic (in usd per share) | $ (0.60) | $ (0.42) |
Weighted average common shares outstanding—basic (in shares) | 182,350 | 178,574 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (110,228) | $ (74,151) |
Other comprehensive loss, net of tax: | ||
Unrealized gain (loss) on available-for-sale investments | (787) | 2,967 |
Foreign currency adjustment | (1,140) | 550 |
Comprehensive loss | $ (112,155) | $ (70,634) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 177,925,631 | ||||
Beginning balance at Dec. 31, 2022 | $ 3,043,162 | $ 1,780 | $ 6,311,644 | $ (5,236) | $ (3,265,026) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options (in shares) | 88,228 | ||||
Exercise of common stock options, net of shares withheld for taxes | 964 | $ 1 | 963 | ||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | (13) | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 1,299,071 | ||||
Issuance of common stock to fund the Company's 401(k) match (in shares) | 517,215 | ||||
Stock-based compensation expense | 0 | $ 13 | |||
Issuance of common stock to fund the Company's 401(k) match | 35,077 | $ 5 | 35,072 | ||
Stock-based compensation expense | 49,139 | 49,139 | |||
Net loss | (74,151) | (74,151) | |||
Other comprehensive income (loss) | 3,517 | 3,517 | |||
Ending balance (in shares) at Mar. 31, 2023 | 179,830,145 | ||||
Ending balance at Mar. 31, 2023 | $ 3,057,708 | $ 1,799 | 6,396,805 | (1,719) | (3,339,177) |
Beginning balance (in shares) at Dec. 31, 2023 | 181,364,180 | 181,364,180 | |||
Beginning balance at Dec. 31, 2023 | $ 3,145,305 | $ 1,815 | 6,611,237 | 1,428 | (3,469,175) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options (in shares) | 71,537 | ||||
Exercise of common stock options, net of shares withheld for taxes | (1,408) | $ 1 | (1,409) | ||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | (44) | $ 17 | (61) | ||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 1,792,087 | ||||
Issuance of common stock to fund the Company's 401(k) match (in shares) | 617,384 | ||||
Issuance of common stock to fund the Company's 401(k) match | 40,550 | $ 6 | 40,544 | ||
Stock-based compensation expense | 60,370 | 60,370 | |||
Net loss | (110,228) | (110,228) | |||
Other comprehensive income (loss) | $ (1,927) | (1,927) | |||
Ending balance (in shares) at Mar. 31, 2024 | 183,845,188 | 183,845,188 | |||
Ending balance at Mar. 31, 2024 | $ 3,132,618 | $ 1,839 | $ 6,710,681 | $ (499) | $ (3,579,403) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (110,228) | $ (74,151) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 30,632 | 26,815 |
Loss on non-marketable and marketable equity investments | 2,418 | 3,009 |
Deferred tax expense | 1,797 | 1,261 |
Stock-based compensation | 60,370 | 49,139 |
Gain on settlements of convertible notes, net | 0 | (10,324) |
Amortization of acquired intangible assets | 23,311 | 22,928 |
Impairment of long-lived assets | 4,446 | 69 |
Loss on contingent consideration from sale of asset | 268 | 0 |
Remeasurement of contingent consideration liabilities | 5,603 | (8,937) |
Non-cash lease expense | 7,052 | 6,806 |
Other | 229 | 2,013 |
Changes in assets and liabilities: | ||
Accounts receivable, net | (37,536) | (25,434) |
Inventory, net | (1,065) | (5,827) |
Operating lease liabilities | (6,603) | (5,982) |
Accounts payable and accrued liabilities | (53,515) | (4,817) |
Other assets | 6,586 | 13,622 |
Other liabilities | (2,904) | (1,161) |
Net cash used in operating activities | (82,311) | (38,215) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (177,325) | (8,589) |
Maturities and sales of marketable securities | 43,978 | 121,332 |
Purchases of property, plant and equipment | (37,649) | (29,360) |
Investments in privately held companies | (237) | (442) |
Other investing activities | (205) | 0 |
Net cash provided by (used in) investing activities | (171,438) | 82,941 |
Payment, Tax Withholding, Share-Based Payment Arrangement | (1,408) | 964 |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible notes | 0 | 137,976 |
Other financing activities | (1,594) | (5,344) |
Net cash provided by (used in) financing activities | (3,002) | 133,596 |
Effects of exchange rate changes on cash and cash equivalents | (1,140) | 550 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (257,891) | 178,872 |
Cash, cash equivalents and restricted cash, beginning of period | 609,675 | 242,790 |
Cash, cash equivalents and restricted cash, end of period | 351,784 | 421,662 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property, plant and equipment acquired but not paid | 17,654 | 10,548 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 10,789 | 6,442 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 347,487 | 421,365 |
Restricted cash — included in other long-term assets, net | 4,297 | 297 |
Total cash, cash equivalents and restricted cash | $ 351,784 | $ 421,662 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Exact Sciences Corporation (together with its subsidiaries, “Exact,” or the “Company”) was incorporated in February 1995. A leading provider of cancer screening and diagnostic tests, Exact Sciences gives patients and health care professionals the clarity needed to take life-changing action earlier. Building on the success of the Cologuard ® and Oncotype DX ® tests, Exact Sciences is investing in its pipeline to develop innovative solutions for use before, during, and after a cancer diagnosis. Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements, which include the accounts of the Company and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K (the “2023 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2023 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2023 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2023 Form 10-K. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of intangible assets and goodwill, contingent consideration, and accounting for income taxes. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the 2023 Form 10-K. Significant Accounting Policies During the three months ended March 31, 2024, there were no changes to the Company’s significant accounting policies as described in the Company’s 2023 Form 10-K, except as described in the Recently Adopted Accounting Pronouncements sections below. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-02: Codification Improvement – Amendments to Remove References to the Concepts Statements . This update amends the Accounting Standards Codification (“ASC”) to remove references to various FASB Concepts Statements. The Company early adopted and prospectively applied the amendments in this update during the first quarter of fiscal year 2024. There was no significant impact to the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . This update modifies the disclosure or presentation requirements of a variety of topics in the ASC to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification . The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This update improves reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. The amendments in this update should be applied retrospectively to all prior periods presented in the consolidated financial statements and are effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures . This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. Net Loss Per Share Basic net loss per common share (“EPS”) was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses. The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect: Three Months Ended March 31, (In thousands) 2024 2023 Shares issuable upon conversion of convertible notes 23,231 23,231 Shares issuable upon the release of restricted stock awards 8,036 6,877 Shares issuable upon the release of performance share units 2,206 1,671 Shares issuable upon exercise of stock options 1,139 1,416 34,612 33,195 |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard and Oncotype ® tests. The services are considered completed upon release of a patient’s test result to the ordering healthcare provider. The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, (In thousands) 2024 2023 Screening Medicare Parts B & C $ 173,790 $ 171,730 Commercial 254,143 233,033 Other 46,865 38,432 Total Screening 474,798 443,195 Precision Oncology Medicare Parts B & C $ 48,050 $ 47,381 Commercial 46,700 44,932 International 44,533 37,268 Other 23,443 25,851 Total Precision Oncology 162,726 155,432 COVID-19 Testing $ — $ 3,823 Total $ 637,524 $ 602,450 Screening revenue primarily includes laboratory service revenue from Cologuard and Prevention Genetics, LLC (“PreventionGenetics”) tests while Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype DX and therapy selection tests. At each reporting period end, the Company conducts an analysis of the estimates used to calculate the transaction price to determine whether any new information available impacts those estimates made in prior reporting periods. Adjustments to revenue recognized during the period relating to prior period estimates were less than 1% and 2% of revenue recorded in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively. The Company’s deferred revenue, which is reported in other current liabilities in the Company’s condensed consolidated balance sheets, was not significant as of March 31, 2024 and December 31, 2023. Revenue recognized for the three months ended March 31, 2024 and 2023 that was included in the deferred revenue balance at the beginning of the period was not significant. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The following table sets forth the Company’s cash, cash equivalents, and marketable securities at March 31, 2024 and December 31, 2023: (In thousands) March 31, 2024 December 31, 2023 Cash and cash equivalents Cash and money market $ 329,357 $ 530,100 Cash equivalents 18,130 75,278 Total cash and cash equivalents 347,487 605,378 Marketable securities Available-for-sale debt securities $ 302,020 $ 168,425 Equity securities 2,586 3,841 Total marketable securities 304,606 172,266 Total cash, cash equivalents and marketable securities $ 652,093 $ 777,644 Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at March 31, 2024, consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Value Cash equivalents U.S. government agency securities $ 18,132 $ — $ (2) $ 18,130 Total cash equivalents 18,132 — (2) 18,130 Marketable securities Corporate bonds $ 141,211 $ 76 $ (442) $ 140,845 U.S. government agency securities 81,779 24 (90) 81,713 Asset backed securities 71,049 17 (316) 70,750 Commercial paper 8,712 — — 8,712 Total marketable securities 302,751 117 (848) 302,020 Total available-for-sale securities $ 320,883 $ 117 $ (850) $ 320,150 ______________ (1) There was no tax impact from the gains and losses in accumulated other comprehensive income (loss) (“AOCI”). Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at December 31, 2023, consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Value Cash equivalents Commercial paper $ 72,243 $ — $ — $ 72,243 U.S. government agency securities 3,035 — — 3,035 Total cash equivalents 75,278 — — 75,278 Marketable securities U.S. government agency securities $ 56,594 $ 166 $ (44) $ 56,716 Corporate bonds 55,712 175 (59) 55,828 Asset backed securities 35,081 65 (249) 34,897 Commercial paper 20,984 — — 20,984 Total marketable securities 168,371 406 (352) 168,425 Total available-for-sale securities $ 243,649 $ 406 $ (352) $ 243,703 ______________ (1) There was no tax impact from the gains and losses in AOCI. The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at March 31, 2024: Due one year or less Due after one year through five years (In thousands) Cost Fair Value Cost Fair Value Cash equivalents U.S. government agency securities $ 18,132 $ 18,130 $ — $ — Total cash equivalents 18,132 18,130 — — Marketable securities U.S. government agency securities $ 63,225 $ 63,170 $ 18,554 $ 18,543 Corporate bonds 30,241 30,195 110,970 110,650 Commercial paper 8,712 8,712 — — Asset backed securities 2,467 2,466 68,582 68,284 Total marketable securities 104,645 104,543 198,106 197,477 Total available-for-sale securities $ 122,777 $ 122,673 $ 198,106 $ 197,477 The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of March 31, 2024 aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position: Less than one year One year or greater Total (In thousands) Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Cash equivalents U.S. government agency securities $ 8,115 $ (2) $ — $ — $ 8,115 $ (2) Total cash equivalents 8,115 (2) — — 8,115 (2) Marketable securities Corporate bonds $ 109,000 $ (434) $ 3,490 $ (8) $ 112,490 $ (442) U.S. government agency securities 64,100 (89) 1,996 (1) 66,096 (90) Asset backed securities 46,430 (145) 8,042 (171) 54,472 (316) Total marketable securities 219,530 (668) 13,528 (180) 233,058 (848) Total available-for-sale securities $ 227,645 $ (670) $ 13,528 $ (180) $ 241,173 $ (850) The Company evaluates investments that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of March 31, 2024 and December 31, 2023 because the change in market value for those securities in an unrealized loss position resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consisted of the following: (In thousands) March 31, 2024 December 31, 2023 Raw materials $ 57,936 $ 58,593 Semi-finished and finished goods 70,598 68,882 Total inventory $ 128,534 $ 127,475 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The carrying value and estimated useful lives of property, plant and equipment are as follows: (In thousands) Estimated Useful Life March 31, 2024 December 31, 2023 Property, plant and equipment Land n/a $ 4,716 $ 4,716 Leasehold and building improvements (1) 225,477 214,562 Land improvements 15 years 6,747 6,729 Buildings 30 - 40 years 290,777 290,777 Computer equipment and computer software 3 years 171,148 168,131 Machinery and equipment 3 - 10 years 303,469 290,294 Furniture and fixtures 3 - 10 years 35,994 35,756 Assets under construction n/a 109,887 104,592 Property, plant and equipment, at cost 1,148,215 1,115,557 Accumulated depreciation (446,174) (417,203) Property, plant and equipment, net $ 702,041 $ 698,354 ______________ (1) Lesser of remaining lease term, building life, or estimated useful life. Depreciation expense for the three months ended March 31, 2024 and 2023 was $30.6 million and $26.8 million, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of March 31, 2024: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net Balance at March 31, 2024 Finite-lived intangible assets Trade name 11.4 $ 104,000 $ (29,715) $ 74,285 Customer relationships 6.8 4,000 (1,000) 3,000 Patents and licenses 5.0 11,542 (9,961) 1,581 Acquired developed technology (1) 7.0 887,560 (349,570) 537,990 Total finite-lived intangible assets 1,007,102 (390,246) 616,856 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,257,102 $ (390,246) $ 1,866,856 The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2023: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net balance at December 31, 2023 Finite-lived intangible assets Trade name 11.6 $ 104,000 $ (27,903) $ 76,097 Customer relationships 7.0 4,000 (889) 3,111 Patents and licenses 4.5 11,542 (9,600) 1,942 Acquired developed technology (1) 7.3 887,789 (328,543) 559,246 Total finite-lived intangible assets 1,007,331 (366,935) 640,396 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,257,331 $ (366,935) $ 1,890,396 ______________ (1) The gross carrying amount includes an insignificant foreign currency translation adjustment related to the intangible asset acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”). As of March 31, 2024 the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: (In thousands) 2024 (remaining nine months) $ 69,598 2025 91,860 2026 90,800 2027 90,800 2028 90,800 Thereafter 182,998 $ 616,856 The Company’s acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives. There were no impairment losses recorded on finite-lived intangible assets during the three months ended March 31, 2024 and 2023. Goodwill The change in the carrying amount of goodwill for the periods ended March 31, 2024 and December 31, 2023 is as follows: (In thousands) Balance, January 1, 2023 $ 2,346,040 Resolution Bioscience acquisition 20,692 Effects of changes in foreign currency exchange rates (1) 388 Balance, December 31, 2023 2,367,120 Resolution Bioscience acquisition adjustment 205 Effects of changes in foreign currency exchange rates (1) (273) Balance March 31, 2024 $ 2,367,052 ______________ (1) Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra. There were no impairment losses for the three months ended March 31, 2024 and 2023. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The three levels of the fair value hierarchy established are as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available. The following table presents the Company’s fair value measurements as of March 31, 2024 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at March 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash, cash equivalents, and restricted cash Cash and money market $ 329,357 $ 329,357 $ — $ — U.S. government agency securities 18,130 — 18,130 — Restricted cash (1) 4,297 4,297 — — Marketable securities Corporate bonds $ 140,845 $ — $ 140,845 $ — U.S. government agency securities 81,713 — 81,713 — Asset backed securities 70,750 — 70,750 — Commercial paper 8,712 — 8,712 — Equity securities 2,586 2,586 — — Non-marketable securities $ 6,560 $ — $ — $ 6,560 Liabilities Contingent consideration $ (294,260) $ — $ — $ (294,260) Total $ 368,690 $ 336,240 $ 320,150 $ (287,700) The following table presents the Company’s fair value measurements as of December 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash, cash equivalents and restricted cash Cash and money market $ 530,100 $ 530,100 $ — $ — Commercial paper 72,243 — 72,243 — Restricted cash (1) 4,297 4,297 — — U.S. government agency securities 3,035 — 3,035 — Marketable securities U.S. government agency securities $ 56,716 $ — $ 56,716 $ — Corporate bonds 55,828 — 55,828 — Asset backed securities 34,897 — 34,897 — Commercial paper 20,984 — 20,984 — Equity securities 3,841 3,841 — — Non-marketable securities $ 7,650 $ — $ — $ 7,650 Liabilities Contingent consideration $ (288,657) $ — $ — $ (288,657) Total $ 500,934 $ 538,238 $ 243,703 $ (281,007) _________________________________ (1) Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company’s credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties. There have been no changes in valuation techniques or transfers between fair value measurement levels during the three months ended March 31, 2024. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities are valued using a third-party pricing agency where the valuation is based on observable inputs including pricing for similar assets and other observable market factors. The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. Gains and losses recorded on non-marketable securities are included in investment income, net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option: (In thousands) Non-Marketable Securities Beginning balance, January 1, 2024 $ 7,650 Changes in fair value (1,090) Ending balance, March 31, 2024 $ 6,560 Contingent Consideration Liabilities The fair value of the contingent consideration liabilities was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively, of which $21.7 million was included in other current liabilities and $272.6 million was included in other long-term liabilities in the condensed consolidated balance sheet as of March 31, 2024. The contingent consideration liabilities were included in other long-term liabilities as of December 31, 2023. The following table provides a reconciliation of the beginning and ending balances of contingent consideration: (In thousands) Contingent Consideration Beginning balance, January 1, 2024 $ 288,657 Changes in fair value (1) 5,603 Ending balance, March 31, 2024 $ 294,260 ______________ (1) The change in fair value of the contingent consideration liability was a reduction of $8.9 million for the three months ended March 31, 2023, which is included in general and administrative expenses in the condensed consolidated statement of operations. This fair value measurement of contingent consideration is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market. The fair value of the contingent consideration liabilities recorded from the Company’s acquisitions of Thrive Earlier Detection Corporation (“Thrive”), Ashion Analytics, LLC (“Ashion”), and OmicEra related to regulatory and product development milestones was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively. The Company evaluates the fair value of the expected contingent consideration and the corresponding liabilities related to the regulatory and product development milestones using the probability-weighted scenario based discounted cash flow model, which is consistent with the initial measurement of the expected contingent consideration liabilities. Probabilities of success are applied to each potential scenario and the resulting values are discounted using a present-value factor. The passage of time in addition to changes in projected milestone achievement timing, present-value factor, the degree of achievement, if applicable, and probabilities of success may result in adjustments to the fair value measurement. The fair value of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 90% and 89% as of March 31, 2024 and December 31, 2023, respectively, and a weighted average present-value factor of 6.0% and 5.8% as of March 31, 2024 and December 31, 2023, respectively. The projected fiscal year of payment range is from 2024 to 2030. Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities. The revenue milestone associated with the Ashion acquisition is not expected to be achieved and therefore no liability has been recorded for this milestone. Non-Marketable Equity Investments Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following cumulative upward and downward adjustments and aggregate carrying amounts: (In thousands) March 31, 2024 March 31, 2023 Cumulative upward adjustments (1) $ 5,100 $ 800 Cumulative downward adjustments and impairments (2) 15,100 11,234 Aggregate carrying value (3) 45,968 39,428 _________________________________ (1) There were no upward adjustments recorded on non-marketable equity securities held for the three months ended March 31, 2024 and 2023, respectively. (2) There were no downward adjustments and impairments recorded on non-marketable equity securities held for the three months ended March 31, 2024. Downward adjustments and impairments recorded on non-marketable equity securities held were $0.4 million for the three months ended March 31, 2023. (3) The aggregate carrying value of non-marketable equity securities was $46.0 million as of December 31, 2023. There were no realized gains or losses recorded during the three and months ended March 31, 2024 and 2023. The Company has committed capital to venture capital investment funds (the “Funds”) of $18.0 million, of which $12.4 million remained callable through 2033 as of March 31, 2024. The aggregate carrying amount of the Funds, which are classified as a component of other long-term assets, net in the Company’s condensed consolidated balance sheets, were $5.4 million and $5.2 million as of March 31, 2024 and December 31, 2023, respectively. Derivative Financial Instruments The Company enters into foreign currency forward contracts on the last day of each month to mitigate the impact of adverse movements in foreign exchange rates related to the remeasurement of monetary assets and liabilities and hedge the Company’s foreign currency exchange rate exposure. As of March 31, 2024 and December 31, 2023 the Company had open foreign currency forward contracts with notional amounts of $46.2 million and $39.5 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the open foreign currency forward contracts was zero at March 31, 2024 and December 31, 2023 and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of March 31, 2024. The contracts are closed subsequent to each month-end, and the gains and losses recorded from the contracts were not significant for the three months ended March 31, 2024 and 2023. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Accounts Receivable Securitization Facility On June 29, 2022, the Company, through a wholly-owned special purpose entity, Exact Receivables LLC (“Exact Receivables”) entered into an accounts receivable securitization program (the “Securitization Facility”) with PNC Bank, National Association (“PNC”), with a scheduled maturity date of June 29, 2024. The Securitization Facility provides Exact Receivables with a revolving line-of-credit of up to $150.0 million of borrowing capacity, subject to certain borrowing base requirements, by collateralizing a security interest in the domestic customer accounts receivable of certain wholly-owned subsidiaries of the Company. The amount available under the Securitization Facility fluctuates over time based on the total amount of eligible customer accounts receivable generated by the Company during the normal course of operations. The Securitization Facility requires the Company to maintain minimum borrowings under the facility of $50.0 million. The debt issuance costs incurred related to the Securitization Facility were not significant and are being amortized over the life of the Securitization Facility through interest expense within the condensed consolidated statements of operations. In connection with the Securitization Facility, the Company also entered into two Receivables Purchase Agreements (“Receivable Purchase Agreements”) on June 29, 2022. The Receivable Purchase Agreements are among the Company and certain wholly-owned subsidiaries of the Company, and between the Company and Exact Receivables. Under the agreements, the wholly-owned subsidiaries sell all of their right, title and interest in their accounts receivables to Exact Receivables. The receivables are used to collateralize borrowings made under the Securitization Facility. The Company retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Securitization Facility and provides a performance guaranty. As of March 31, 2024, the eligible borrowing base under the Securitization Facility was $123.7 million of which the Company elected to collateralize $50.0 million. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $50.0 million, which is included in debt, current portion on the Company’s condensed consolidated balance sheets. The outstanding balance accrues interest at a rate equal to a daily secured overnight financing rate (“SOFR”) rate plus a SOFR adjustment and an applicable margin. The interest rate was 6.87% at March 31, 2024. Revolving Loan Agreement During November 2021, the Company entered into a revolving loan agreement (the “Revolving Loan Agreement”) with PNC. The Revolving Loan Agreement provides the Company with a revolving line of credit of up to $150.0 million (the “Revolver”). The Revolver is collateralized by the Company’s marketable securities held by PNC, which must continue to maintain a minimum market value of $150.0 million. The Revolver is available for general working capital purposes and all other lawful corporate purposes. In addition, the Company may request, in lieu of cash advances, letters of credit with an aggregate stated amount outstanding not to exceed $20.0 million. The availability of advances under the line of credit will be reduced by the stated amount of each letter of credit issued and outstanding. Borrowings under the Revolving Loan Agreement accrue interest at an annual rate equal to the sum of the daily Bloomberg Short-Term Bank Yield Index Rate plus the applicable margin of 0.60%. Loans under the Revolving Loan Agreement may be prepaid at any time without penalty. In October 2022, the Revolving Loan Agreement was amended to extend the maturity date from November 5, 2023 to November 5, 2025. There were no other amendments to the Revolver. The Company has agreed to various financial covenants under the Revolving Loan Agreement, and as of March 31, 2024, the Company is in compliance with all covenants. In December 2021 and January 2023, PNC issued a letters of credit of $2.9 million and $1.5 million, respectively, which reduced the amount available for cash advances under the line of credit to $145.6 million as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company has not drawn funds from, nor are any amounts outstanding under, the Revolving Loan Agreement. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2024 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | CONVERTIBLE NOTES Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of March 31, 2024: Fair Value (1) (In thousands) Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount Amount Leveling 2030 Convertible Notes - 2.000% $ 572,993 $ (4,174) $ 568,819 $ 652,971 2 2028 Convertible Notes - 0.375% 949,042 (9,871) 939,171 881,764 2 2027 Convertible Notes - 0.375% 563,822 (5,007) 558,815 532,513 2 2025 Convertible Notes - 1.000% (2) 249,172 (362) 248,810 278,437 2 Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2023: Fair Value (1) (In thousands) Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount Amount Leveling 2030 Convertible Notes - 2.000% $ 572,993 $ (4,349) $ 568,644 $ 684,475 2 2028 Convertible Notes - 0.375% 949,042 (10,499) 938,543 887,354 2 2027 Convertible Notes - 0.375% 563,822 (5,429) 558,393 549,839 2 2025 Convertible Notes - 1.000% 249,172 (476) 248,696 293,300 2 ______________ (1) The fair values are based on observable market prices for this debt, which is traded in less active markets and therefore is classified as a Level 2 fair value measurement. (2) The Company’s convertible notes due in 2025 (the “2025 Notes”) mature on January 15, 2025 and are included in convertible notes, net, current portion on the condensed consolidated balance sheet as of March 31, 2024. The 2025 Notes were included in convertible notes, net, less current portion as of December 31, 2023. Issuances and Settlements In February 2023, the Company entered into a privately negotiated exchange and purchase agreement with a single holder of certain of the Company’s convertible notes due in 2027 (the “2027 Notes”) and 2028 (the “2028 Notes”). The Company issued the holder $500.0 million aggregate principal amount of 2.0% Convertible Notes due in 2030 (the “2030 Notes” and, collectively with the 2025 Notes, 2027 Notes, and 2028 Notes, the “Notes”) in exchange for $183.7 million of aggregate principal of 2027 Notes, $201.0 million of aggregate principal of 2028 Notes, and $138.0 million of cash. The extinguishment resulted in a gain on settlement of convertible notes of $17.7 million, which is included in interest income (expense), net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The gain represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange. In March 2023, the Company entered into a privately negotiated exchange agreement with two holders of certain of the 2025 Notes. The Company issued the holder $73.0 million aggregate principal amount of 2030 Notes in exchange for $65.8 million of aggregate principal of 2025 Notes. The extinguishment resulted in a loss on settlement of convertible notes of $7.4 million, which is included in interest income (expense), net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The loss represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange. The net proceeds from the issuance of the 2030 Notes were approximately $133.0 million, after deducting commissions and offering expenses payable by the Company. The 2030 Notes will mature on March 1, 2030 and bear interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2023. Summary of Conversion Features Until the six-months immediately preceding the maturity date of the applicable series of the Company’s convertible notes (the “Notes”), each series of Notes is convertible only upon the occurrence of certain events and during certain periods, as set forth in the Indentures filed at the time of the original offerings. On or after the date that is six-months immediately preceding the maturity date of the applicable series of Notes until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert such Notes at any time. The Notes will be convertible into cash, shares of the Company’s common stock (plus, if applicable, cash in lieu of any fractional share), or a combination of cash and shares of the Company’s common stock, at the Company’s election. It is the Company’s intent and policy to settle all conversions through combination settlement. The initial conversion rate is 13.26, 8.96, 8.21, and 12.37 shares of common stock per $1,000 principal amount for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively, which is equivalent to an initial conversion price of approximately $75.43, $111.66, $121.84, and $80.83 per share of the Company’s common stock for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. The 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes are potentially convertible into up to 3.3 million, 5.0 million, 7.8 million, and 7.1 million shares, respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indentures filed at the time of the original offerings but will not be adjusted for accrued and unpaid interest. In addition, holders of the Notes who convert their Notes in connection with a “make-whole fundamental change” (as defined in the Indentures), will, under certain circumstances, be entitled to an increase in the conversion rate. If the Company undergoes a “fundamental change” (as defined in the Indentures), holders of the Notes may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. Based on the closing price of the Company’s common stock of $69.06 on March 31, 2024, the if-converted values on the Notes do not exceed the principal amount. The Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness, or the issuance or repurchase of securities by the Company. Ranking of Convertible Notes The Notes are the Company’s senior unsecured obligations and (i) rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the Notes; (ii) rank equal in right of payment to each outstanding series thereof and to all of the Company’s future liabilities that are not so subordinated, unsecured indebtedness; (iii) are effectively junior to all of the Company’s existing and future secured indebtedness and other secured obligations, to the extent of the value of the assets securing that indebtedness and other secured obligations; and (iv) are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries. Issuance Costs Issuance costs are amortized to interest expense over the term of the Notes. The following table summarizes the original issuance costs at the time of issuance for each set of Notes: (In thousands) 2030 Convertible Notes $ 4,938 2028 Convertible Notes 24,453 2027 Convertible Notes 14,285 2025 Convertible Notes 17,646 Interest Expense Interest expense on the Notes includes the following: Three Months Ended March 31, (In thousands) 2024 2023 Debt issuance costs amortization $ 1,315 $ 1,378 Debt discount amortization 25 31 Gain on settlements of convertible notes — (10,324) Coupon interest expense 4,906 3,354 Total interest expense (income) on convertible notes $ 6,246 $ (5,561) The following table summarizes the effective interest rates of the Notes: Three Months Ended March 31, 2024 2023 2030 Convertible Notes 2.12 % 2.12 % 2028 Convertible Notes 0.64 % 0.64 % 2027 Convertible Notes 0.67 % 0.67 % 2025 Convertible Notes 1.18 % 1.18 % The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 0.79, 2.96, 3.92, and 5.92 years for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. |
LICENSE AND COLLABORATION AGREE
LICENSE AND COLLABORATION AGREEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
LICENSE AGREEMENTS [Abstract] | |
LICENSE AND COLLABORATION AGREEMENTS | LICENSE AND COLLABORATION AGREEMENTS The Company licenses certain technologies that are, or may be, incorporated into its technology under several license agreements, as well as the rights to commercialize certain diagnostic tests through collaboration agreements. Generally, the license agreements require the Company to pay single-digit royalties based on net revenues received using the technologies and may require minimum royalty amounts, milestone payments, or maintenance fees. Mayo Foundation for Medical Education and Research In June 2009, the Company entered into an exclusive, worldwide license agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), under which Mayo granted the Company an exclusive, worldwide license to certain Mayo patents and patent applications, as well as a non-exclusive, worldwide license with regard to certain Mayo know-how. The scope of the license covers any screening, surveillance or diagnostic test or tool for use in connection with any type of cancer, pre-cancer, disease or condition. The Company’s license agreement with Mayo was most recently amended and restated in September 2020. The licensed Mayo patents and patent applications contain both method and composition claims that relate to sample processing, analytical testing and data analysis associated with nucleic acid screening for cancers and other diseases. The jurisdictions covered by these patents and patent applications include the U.S., Australia, Canada, the European Union, China, Japan and Korea. Under the license agreement, the Company assumed the obligation and expense of prosecuting and maintaining the licensed Mayo patents and is obligated to make commercially reasonable efforts to bring to market products using the licensed Mayo intellectual property. Pursuant to the Company’s agreement with Mayo, the Company is required to pay Mayo a low-single-digit royalty on the Company’s net sales of current and future products using the licensed Mayo intellectual property each year during the term of the Mayo agreement. The Company is also required to pay Mayo up to $3.0 million in sales-based milestone payments upon cumulative net sales of each product using the licensed Mayo intellectual property reaching specified levels. The license agreement will remain in effect, unless earlier terminated by the parties in accordance with the agreement, until the last of the licensed patents expires in 2039 (or later, if certain licensed patent applications are issued). However, if the Company is still using the licensed Mayo know-how or certain Mayo-provided biological specimens or their derivatives on such expiration date, the term shall continue until the earlier of the date the Company stops using such know-how and materials and the date that is five years after the last licensed patent expires. The license agreement contains customary termination provisions and permits Mayo to terminate the license agreement if the Company sues Mayo or its affiliates, other than any such suit claiming an uncured material breach by Mayo of the license agreement. In addition to granting the Company a license to the covered Mayo intellectual property, Mayo provides the Company with product development and research and development assistance pursuant to the license agreement and other collaborative arrangements. In September 2020, Mayo also agreed to make available certain personnel to provide such assistance through January 2025. In connection with this collaboration, the Company has incurred insignificant charges for the three months ended March 31, 2024 and 2023, respectively. The charges incurred in connection with this collaboration are recorded in research and development expenses in the Company’s condensed consolidated statements of operations. Johns Hopkins University Through the acquisition of Thrive, the Company acquired a worldwide exclusive license agreement with Johns Hopkins University (“JHU”) for use of several JHU patents and licensed know-how. The license is designed to enable the Company to leverage JHU proprietary data in the development and commercialization of a blood-based, multi-cancer screening test. The agreement terms would require the Company to pay single-digit sales-based royalties and up to $45.0 million in sales-based milestone payments if net sales of a licensed product using JHU proprietary data reach specified levels. The Company will record the sales-based royalties and sales-based milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of any sales-based royalties or sales-based milestones as of March 31, 2024. Targeted Digital Sequencing (“TARDIS”) License Agreement In January 2021, the Company entered into an exclusive, worldwide license to the proprietary TARDIS technology from The Translational Genomics Research Institute (“TGen”). Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. Under the agreement, the Company is obligated to make milestone payments to TGen of up to $45.0 million in sales-based milestone payments upon cumulative net sales related to molecular residual disease (“MRD”) detection and/or treatment reaching specified levels. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. The Company will record the sales milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of sales milestones as of March 31, 2024. Broad Institute, Inc. In June 2023, the Company entered into an exclusive license agreement with Broad Institute, Inc. (“Broad Institute”) to utilize the Minor Allele Enriched Sequencing Through Recognition Oligonucleotides (“MAESTRO”) technology in the Company’s MRD testing. Under the license agreement, the Company is obligated to make development milestone payments to Broad Institute of up to $6.5 million upon achievement of certain development milestones related to prospective MRD tests that use the MAESTRO technology. In addition, the Company is obligated to make sales-based milestone payments to Broad Institute that equate up to a mid-single-digit royalty upon the achievement of certain cumulative net sales targets of licensed products using the MAESTRO technology beginning at $500.0 million. The Company will record the development milestones once achieved and the sales milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of development milestones or sales milestones as of March 31, 2024. Watchmaker Genomics, Inc. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Changes in Accumulated Other Comprehensive Income (Loss) The amounts recognized in AOCI for the three months ended March 31, 2024 were as follows: (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Securities (1) AOCI Balance at December 31, 2023 $ 1,374 $ 54 $ 1,428 Other comprehensive income (loss) before reclassifications (1,140) (808) (1,948) Amounts reclassified from accumulated other comprehensive income (loss) — 21 21 Net current period change in accumulated other comprehensive income (loss) (1,140) (787) (1,927) Balance at March 31, 2024 $ 234 $ (733) $ (499) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2024. The amounts recognized in AOCI for the three months ended March 31, 2023 were as follows: (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Securities (1) AOCI Balance at December 31, 2022 $ 53 $ (5,289) $ (5,236) Other comprehensive loss before reclassifications 550 2,289 2,839 Amounts reclassified from accumulated other comprehensive income (loss) — 678 678 Net current period change in accumulated other comprehensive income (loss) 550 2,967 3,517 Balance at March 31, 2023 $ 603 $ (2,322) $ (1,719) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2023. Amounts reclassified from AOCI for the three months ended March 31, 2024 and 2023 were as follows: Affected Line Item in the Three Months Ended March 31, Details about AOCI Components (In thousands) 2024 2023 Change in value of available-for-sale investments Sales and maturities of available-for-sale investments Investment income, net $ 21 $ 678 Total reclassifications $ 21 $ 678 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-Based Compensation Plans The Company maintains the following plans for which awards were granted from or had awards outstanding in 2023: the 2010 Omnibus Long-Term Incentive Plan (as Amended and Restated effective July 27, 2017), the 2019 Omnibus Long-Term Incentive Plan, and the 2010 Employee Stock Purchase Plan. These plans are collectively referred to as the “Stock Plans” and are administered in conjunction with the Company’s Equity Award Death, Disability and Retirement Policy, which was adopted in February 2023. Refer to the Company’s 2023 Form 10-K for further information regarding this policy. Stock-Based Compensation Expense The Company records stock-based compensation expense in connection with the amortization of restricted stock and restricted stock unit awards (“RSUs”), performance share units (“PSUs”), stock purchase rights granted under the Company’s employee stock purchase plan and stock options granted to employees, non-employee consultants and non-employee directors. The Company recorded $60.4 million and $49.1 million in stock-based compensation expense during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was approximately $520.8 million of expected total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under all equity compensation plans. The Company expects to recognize that cost over a weighted average period of 2.8 years. Stock Options A summary of stock option activity under the Stock Plans is as follows: Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) (Aggregate intrinsic value in thousands) Outstanding, January 1, 2024 1,286,173 $ 47.67 3.8 Exercised (133,097) 16.03 Forfeited (14,409) 94.95 Outstanding, March 31, 2024 1,138,667 $ 50.77 3.9 $ 31,533 Vested and expected to vest, March 31, 2024 1,138,667 $ 50.77 3.9 $ 31,533 Exercisable, March 31, 2024 1,138,667 $ 50.77 3.9 $ 31,533 ______________ (1) The total intrinsic value of options exercised, net of shares withheld for taxes, during the three months ended March 31, 2024 and 2023 was $2.9 million and $4.8 million, respectively, determined as of the date of exercise. Restricted Stock and Restricted Stock Units The fair value of restricted stock and RSUs is determined on the date of grant using the closing stock price on that day. A summary of restricted stock and RSU activity during the three months ended March 31, 2024 is as follows: Restricted Shares Weighted Average Grant Date Fair Value (1) Outstanding, January 1, 2024 6,272,763 $ 73.39 Granted 3,673,677 57.64 Released (2) (1,731,848) 81.17 Forfeited (179,074) 63.48 Outstanding, March 31, 2024 8,035,518 $ 64.60 ______________ (1) The weighted average grant date fair value of the RSUs granted during the three months ended March 31, 2023 was $60.25. (2) The fair value of RSUs vested and converted to shares of the Company’s common stock was $140.2 million and $121.2 million during the three months ended March 31, 2024 and 2023, respectively. Performance Share Units The Company has issued performance-based equity awards to certain employees which vest upon the achievement of certain performance goals, including financial performance targets and operational milestones. A summary of PSU activity during the three months ended March 31, 2024 is as follows: Performance Share Units (1) Weighted Average Grant Date Fair Value (2) Outstanding, January 1, 2024 1,597,801 $ 92.73 Granted 854,749 63.13 Released (3) (63,809) 140.20 Forfeited (182,714) 134.17 Outstanding, March 31, 2024 2,206,027 $ 76.46 ______________ (1) The PSUs listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding PSUs as of March 31, 2024 was 1,097,448. (2) The weighted average grant date fair value of the PSUs granted during the three months ended March 31, 2023 was $79.17. (3) The fair value of PSUs vested and converted to shares of the Company’s common stock was $8.9 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively. Employee Stock Purchase Plan There were no shares issued under the 2010 Employee Stock Purchase Plan during the three months ended March 31, 2024 and 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Three Months Ended March 31, (In thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,771 $ 9,135 Operating cash flows from finance leases 263 170 Finance cash flows from finance leases 1,336 745 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 9,019 $ (3,833) Right-of-use assets obtained in exchange for new finance lease liabilities 9,006 318 Weighted-average remaining lease term - operating leases (in years) 7.10 7.18 Weighted-average remaining lease term - finance leases (in years) 3.17 3.07 Weighted-average discount rate - operating leases 6.58 % 6.42 % Weighted-average discount rate - finance leases 6.87 % 6.67 % ______________ (1) For the three months ended March 31, 2023, this includes reductions of $6.2 million on the carrying value of the right-of-use assets held due to a reduction of the expected lease term. As of March 31, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases are $142.0 million and $143.7 million, respectively, which are reported in operating lease right-of-use assets in the Company’s condensed consolidated balance sheets. As of March 31, 2024, the Company has outstanding operating lease obligations of $189.6 million, of which $27.2 million is reported in operating lease liabilities, current portion and $162.4 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of December 31, 2023, the Company had outstanding operating lease obligations of $190.4 million, of which $29.4 million is reported in operating lease liabilities, current portion and $161.1 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023, the Company’s right-of-use assets from finance leases are $18.6 million and $11.3 million, respectively, which are reported in other long-term assets other current liabilities other long-term liabilities Legal Matters The Company accrues costs for certain legal proceedings and regulatory matters to the extent that it determines an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While such accrued costs reflect the Company’s best estimate of the probable loss for such matters, the recorded amounts may differ materially from the actual amount of any such losses. In some cases, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal and regulatory proceedings, which may be exacerbated by various factors, including but not limited to, that they may involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or legal uncertainties; involve disputed facts; represent a shift in regulatory policy; involve a large number of parties, claimants or regulatory bodies; are in the early stages of the proceedings; involve a number of separate proceedings and/or a wide range of potential outcomes; or result in a change of business practices. As of the date of this Quarterly Report on Form 10-Q, amounts accrued for legal proceedings and regulatory matters were not material. However, it is possible that in a particular quarter or annual period the Company’s financial condition, results of operations, cash flow and/or liquidity could be materially adversely affected by an ultimate unfavorable resolution of, or development in, legal and/or regulatory proceedings. The Company believes that the ultimate outcome of any of the regulatory and legal proceedings that are currently pending against it should not have a material adverse effect on financial condition, results of operations, cash flow or liquidity. |
WISCONSIN ECONOMIC DEVELOPMENT
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS | 3 Months Ended |
Mar. 31, 2024 | |
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS [Abstract] | |
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS | WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS During December 2021, the Company entered into an amended agreement (“Amended WEDC Agreement”) with the Wisconsin Economic Development Corporation (“WEDC”) to earn an additional $18.5 million in refundable tax credits on the condition that the Company expends $350.0 million in capital investments and establishes and maintains 1,300 additional full-time positions over a five-year period. The capital investment credits are earned at a rate of 10% of eligible capital investments up to a maximum of $7.0 million, while the jobs creation credits are earned annually pursuant to the agreement. The tax credits earned are first applied against the tax liability otherwise due, and if there is no such liability present, the claim for tax credits will be reimbursed in cash to the Company. The maximum amount of the refundable tax credit to be earned for each year is fixed, and the Company earns the credits by meeting certain capital investment and job creation thresholds over the term of the agreement. Should the Company earn and receive the job creation tax credits but not maintain those full-time positions through the end of the agreement, the Company may be required to pay those credits back to the WEDC. The Company records the earned tax credits as job creation and capital investments occurs. The tax credits earned from capital investment are recognized as a reduction to capital expenditures at the time the costs are incurred, and then as an offset to depreciation expense over the expected life of the acquired capital assets. The tax credits earned related to job creation are recognized as an offset to operational expenses in the period in which the credits are earned. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Business Combinations Resolution Bioscience, Inc. On September 12, 2023, the Company completed the acquisition of all of the outstanding capital stock of Resolution Bioscience, Inc. (“Resolution Bioscience”) from Agilent Technologies, Inc. Resolution Bioscience develops and commercializes next-generation sequencing-based precision oncology solutions through its Clinical Laboratory Improvement Amendments (“CLIA”) certified lab based in Kirkland, Washington. The acquisition provides the Company with a high-quality blood-based therapy selection platform, complementing its comprehensive, tissue-based OncoExTra ® test. Refer to the Company’s 2023 Form 10-K for detailed disclosures on the combination, including the fair value of the consideration transferred, purchase price allocation, and goodwill and intangible assets identified in the transaction. During the three months ended March 31, 2024, there were no significant changes to the purchase price and purchase price allocation. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the developed technology intangible asset. Divestitures Oncotype DX Genomic Prostate Score Test On August 2, 2022, pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) with MDxHealth SA (“MDxHealth”), the Company completed the sale of the intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test (“GPS test”), which will allow the Company to focus on the highest impact projects core to the Company’s vision. On August 23, 2023, the Company and MDxHealth executed the Second Amendment to the Asset Purchase Agreement (the “Second Amendment”). Under the Second Amendment, the Company agreed to allow MDxHealth to defer the 2023 contingent consideration payment by three years in exchange for additional consideration and more favorable contingent consideration terms, including elimination of the minimum revenue thresholds previously required to be met under the Asset Purchase Agreement. Refer to the Company’s 2023 Form 10-K for additional details on the agreements. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This operating segment is focused on the development and global commercialization of clinical laboratory services allowing healthcare providers and patients to make individualized treatment decisions. Management assessed the financial information routinely reviewed by the Company's Chief Operating Decision Maker, its President and Chief Executive Officer, to monitor the Company's operating performance and support decisions regarding allocation of resources to its operations. Performance is continuously monitored at the consolidated level to timely identify deviations from expected results. The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location. Three Months Ended March 31, (In thousands) 2024 2023 United States $ 592,991 $ 565,182 Outside of United States 44,533 37,268 Total revenues $ 637,524 $ 602,450 Long-lived assets located in countries outside of the U.S. are not significant. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded income tax expense of $1.8 million and $1.7 million for the three months ended March 31, 2024 and 2023, respectively. The Company’s income tax expense recorded during the three months ended March 31, 2024 is primarily related to current foreign and state tax expense. A deferred tax liability of $18.2 million and $17.3 million was recorded as of March 31, 2024 and December 31, 2023, respectively, which is included in other long-term liabilities on the Company’s condensed consolidated balance sheet. The Company continues to maintain a full valuation allowance against its deferred tax assets based on management’s determination that it is more likely than not the benefit will not be realized. The Company had $38.2 million and $36.4 million of unrecognized tax benefits at March 31, 2024 and December 31, 2023, respectively. These amounts have been recorded as a reduction to the Company’s deferred tax asset, if recognized they would not have an impact on the effective tax rate due to the existing valuation allowance. Certain of the Company's unrecognized tax benefits could change due to activities of various tax authorities, including possible settlement of audits, or through normal expiration of various statutes of limitations. The Company does not expect a material change in unrecognized tax benefits in the next twelve months. As of March 31, 2024, due to the carryforward of unutilized net operating losses and research and development credits, the Company is subject to U.S. federal income tax examinations for the tax years 2000 through 2024, and to state income tax examinations for the tax years 2000 through 2024. No interest or penalties related to income taxes have been accrued or recognized as of March 31, 2024. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | (18) SUBSEQUENT EVENTS Convertible Notes On April 17, 2024, the Company entered into privately negotiated agreements (the “Agreements”) with certain holders of the Company’s 2028 Notes. Pursuant to the Agreements, the Company issued $620.7 million aggregate principal amount of a new series of Convertible Notes due in 2031 (the “2031 Notes”) in exchange for (i) the retirement of $359.7 million in aggregate principal amount of 2028 Notes, and (ii) payment to the Company of $266.8 million in cash. The net proceeds from the issuance of the 2031 Notes were approximately $259.8 million, after deducting commissions and the offering expenses payable by the Company. The exchange of the 2028 Notes is preliminarily expected to be accounted for as an extinguishment that will result in a gain or loss on settlement of convertible notes in the second quarter of 2024, which will be included in interest income (expense), net in the condensed consolidated statement of operations. The 2031 Notes will mature on April 15, 2031 and bear interest at a rate of 1.75% per year, payable semiannually in arrears on October 15 and April 15 of each year, beginning on October 15, 2024. TARDIS License Agreement |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of intangible assets and goodwill, contingent consideration, and accounting for income taxes. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the 2023 Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-02: Codification Improvement – Amendments to Remove References to the Concepts Statements . This update amends the Accounting Standards Codification (“ASC”) to remove references to various FASB Concepts Statements. The Company early adopted and prospectively applied the amendments in this update during the first quarter of fiscal year 2024. There was no significant impact to the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . This update modifies the disclosure or presentation requirements of a variety of topics in the ASC to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification . The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This update improves reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. The amendments in this update should be applied retrospectively to all prior periods presented in the consolidated financial statements and are effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures . This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share (“EPS”) was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect: Three Months Ended March 31, (In thousands) 2024 2023 Shares issuable upon conversion of convertible notes 23,231 23,231 Shares issuable upon the release of restricted stock awards 8,036 6,877 Shares issuable upon the release of performance share units 2,206 1,671 Shares issuable upon exercise of stock options 1,139 1,416 34,612 33,195 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, (In thousands) 2024 2023 Screening Medicare Parts B & C $ 173,790 $ 171,730 Commercial 254,143 233,033 Other 46,865 38,432 Total Screening 474,798 443,195 Precision Oncology Medicare Parts B & C $ 48,050 $ 47,381 Commercial 46,700 44,932 International 44,533 37,268 Other 23,443 25,851 Total Precision Oncology 162,726 155,432 COVID-19 Testing $ — $ 3,823 Total $ 637,524 $ 602,450 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | The following table sets forth the Company’s cash, cash equivalents, and marketable securities at March 31, 2024 and December 31, 2023: (In thousands) March 31, 2024 December 31, 2023 Cash and cash equivalents Cash and money market $ 329,357 $ 530,100 Cash equivalents 18,130 75,278 Total cash and cash equivalents 347,487 605,378 Marketable securities Available-for-sale debt securities $ 302,020 $ 168,425 Equity securities 2,586 3,841 Total marketable securities 304,606 172,266 Total cash, cash equivalents and marketable securities $ 652,093 $ 777,644 |
Schedule of available-for-sale securities | Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at March 31, 2024, consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Value Cash equivalents U.S. government agency securities $ 18,132 $ — $ (2) $ 18,130 Total cash equivalents 18,132 — (2) 18,130 Marketable securities Corporate bonds $ 141,211 $ 76 $ (442) $ 140,845 U.S. government agency securities 81,779 24 (90) 81,713 Asset backed securities 71,049 17 (316) 70,750 Commercial paper 8,712 — — 8,712 Total marketable securities 302,751 117 (848) 302,020 Total available-for-sale securities $ 320,883 $ 117 $ (850) $ 320,150 ______________ (1) There was no tax impact from the gains and losses in accumulated other comprehensive income (loss) (“AOCI”). Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at December 31, 2023, consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Value Cash equivalents Commercial paper $ 72,243 $ — $ — $ 72,243 U.S. government agency securities 3,035 — — 3,035 Total cash equivalents 75,278 — — 75,278 Marketable securities U.S. government agency securities $ 56,594 $ 166 $ (44) $ 56,716 Corporate bonds 55,712 175 (59) 55,828 Asset backed securities 35,081 65 (249) 34,897 Commercial paper 20,984 — — 20,984 Total marketable securities 168,371 406 (352) 168,425 Total available-for-sale securities $ 243,649 $ 406 $ (352) $ 243,703 ______________ (1) There was no tax impact from the gains and losses in AOCI. |
Schedule of contractual maturities of available-for-sale investments | The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at March 31, 2024: Due one year or less Due after one year through five years (In thousands) Cost Fair Value Cost Fair Value Cash equivalents U.S. government agency securities $ 18,132 $ 18,130 $ — $ — Total cash equivalents 18,132 18,130 — — Marketable securities U.S. government agency securities $ 63,225 $ 63,170 $ 18,554 $ 18,543 Corporate bonds 30,241 30,195 110,970 110,650 Commercial paper 8,712 8,712 — — Asset backed securities 2,467 2,466 68,582 68,284 Total marketable securities 104,645 104,543 198,106 197,477 Total available-for-sale securities $ 122,777 $ 122,673 $ 198,106 $ 197,477 |
Schedule of gross unrealized losses and fair values of investments in an unrealized loss position | The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of March 31, 2024 aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position: Less than one year One year or greater Total (In thousands) Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Cash equivalents U.S. government agency securities $ 8,115 $ (2) $ — $ — $ 8,115 $ (2) Total cash equivalents 8,115 (2) — — 8,115 (2) Marketable securities Corporate bonds $ 109,000 $ (434) $ 3,490 $ (8) $ 112,490 $ (442) U.S. government agency securities 64,100 (89) 1,996 (1) 66,096 (90) Asset backed securities 46,430 (145) 8,042 (171) 54,472 (316) Total marketable securities 219,530 (668) 13,528 (180) 233,058 (848) Total available-for-sale securities $ 227,645 $ (670) $ 13,528 $ (180) $ 241,173 $ (850) |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consisted of the following: (In thousands) March 31, 2024 December 31, 2023 Raw materials $ 57,936 $ 58,593 Semi-finished and finished goods 70,598 68,882 Total inventory $ 128,534 $ 127,475 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | The carrying value and estimated useful lives of property, plant and equipment are as follows: (In thousands) Estimated Useful Life March 31, 2024 December 31, 2023 Property, plant and equipment Land n/a $ 4,716 $ 4,716 Leasehold and building improvements (1) 225,477 214,562 Land improvements 15 years 6,747 6,729 Buildings 30 - 40 years 290,777 290,777 Computer equipment and computer software 3 years 171,148 168,131 Machinery and equipment 3 - 10 years 303,469 290,294 Furniture and fixtures 3 - 10 years 35,994 35,756 Assets under construction n/a 109,887 104,592 Property, plant and equipment, at cost 1,148,215 1,115,557 Accumulated depreciation (446,174) (417,203) Property, plant and equipment, net $ 702,041 $ 698,354 ______________ (1) Lesser of remaining lease term, building life, or estimated useful life. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of net-book value and estimated remaining life and finite lived intangible assets | The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of March 31, 2024: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net Balance at March 31, 2024 Finite-lived intangible assets Trade name 11.4 $ 104,000 $ (29,715) $ 74,285 Customer relationships 6.8 4,000 (1,000) 3,000 Patents and licenses 5.0 11,542 (9,961) 1,581 Acquired developed technology (1) 7.0 887,560 (349,570) 537,990 Total finite-lived intangible assets 1,007,102 (390,246) 616,856 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,257,102 $ (390,246) $ 1,866,856 The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2023: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net balance at December 31, 2023 Finite-lived intangible assets Trade name 11.6 $ 104,000 $ (27,903) $ 76,097 Customer relationships 7.0 4,000 (889) 3,111 Patents and licenses 4.5 11,542 (9,600) 1,942 Acquired developed technology (1) 7.3 887,789 (328,543) 559,246 Total finite-lived intangible assets 1,007,331 (366,935) 640,396 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,257,331 $ (366,935) $ 1,890,396 ______________ (1) The gross carrying amount includes an insignificant foreign currency translation adjustment related to the intangible asset acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”). |
Schedule of estimated future amortization expense, intangible assets | As of March 31, 2024 the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: (In thousands) 2024 (remaining nine months) $ 69,598 2025 91,860 2026 90,800 2027 90,800 2028 90,800 Thereafter 182,998 $ 616,856 |
Schedule of carrying amount of goodwill | The change in the carrying amount of goodwill for the periods ended March 31, 2024 and December 31, 2023 is as follows: (In thousands) Balance, January 1, 2023 $ 2,346,040 Resolution Bioscience acquisition 20,692 Effects of changes in foreign currency exchange rates (1) 388 Balance, December 31, 2023 2,367,120 Resolution Bioscience acquisition adjustment 205 Effects of changes in foreign currency exchange rates (1) (273) Balance March 31, 2024 $ 2,367,052 ______________ (1) Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements along with the level within the fair value hierarchy in which the fair value measurements fall | The following table presents the Company’s fair value measurements as of March 31, 2024 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at March 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash, cash equivalents, and restricted cash Cash and money market $ 329,357 $ 329,357 $ — $ — U.S. government agency securities 18,130 — 18,130 — Restricted cash (1) 4,297 4,297 — — Marketable securities Corporate bonds $ 140,845 $ — $ 140,845 $ — U.S. government agency securities 81,713 — 81,713 — Asset backed securities 70,750 — 70,750 — Commercial paper 8,712 — 8,712 — Equity securities 2,586 2,586 — — Non-marketable securities $ 6,560 $ — $ — $ 6,560 Liabilities Contingent consideration $ (294,260) $ — $ — $ (294,260) Total $ 368,690 $ 336,240 $ 320,150 $ (287,700) The following table presents the Company’s fair value measurements as of December 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash, cash equivalents and restricted cash Cash and money market $ 530,100 $ 530,100 $ — $ — Commercial paper 72,243 — 72,243 — Restricted cash (1) 4,297 4,297 — — U.S. government agency securities 3,035 — 3,035 — Marketable securities U.S. government agency securities $ 56,716 $ — $ 56,716 $ — Corporate bonds 55,828 — 55,828 — Asset backed securities 34,897 — 34,897 — Commercial paper 20,984 — 20,984 — Equity securities 3,841 3,841 — — Non-marketable securities $ 7,650 $ — $ — $ 7,650 Liabilities Contingent consideration $ (288,657) $ — $ — $ (288,657) Total $ 500,934 $ 538,238 $ 243,703 $ (281,007) _________________________________ (1) |
Schedule of fair value of contingent consideration | The following table provides a reconciliation of the beginning and ending balances of contingent consideration: (In thousands) Contingent Consideration Beginning balance, January 1, 2024 $ 288,657 Changes in fair value (1) 5,603 Ending balance, March 31, 2024 $ 294,260 ______________ (1) The change in fair value of the contingent consideration liability was a reduction of $8.9 million for the three months ended March 31, 2023, which is included in general and administrative expenses in the condensed consolidated statement of operations. |
Securities Owned Not Readily Marketable | The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. Gains and losses recorded on non-marketable securities are included in investment income, net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option: (In thousands) Non-Marketable Securities Beginning balance, January 1, 2024 $ 7,650 Changes in fair value (1,090) Ending balance, March 31, 2024 $ 6,560 |
Other Investments Not Readily Marketable | Non-Marketable Equity Investments Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following cumulative upward and downward adjustments and aggregate carrying amounts: (In thousands) March 31, 2024 March 31, 2023 Cumulative upward adjustments (1) $ 5,100 $ 800 Cumulative downward adjustments and impairments (2) 15,100 11,234 Aggregate carrying value (3) 45,968 39,428 _________________________________ (1) There were no upward adjustments recorded on non-marketable equity securities held for the three months ended March 31, 2024 and 2023, respectively. (2) There were no downward adjustments and impairments recorded on non-marketable equity securities held for the three months ended March 31, 2024. Downward adjustments and impairments recorded on non-marketable equity securities held were $0.4 million for the three months ended March 31, 2023. (3) The aggregate carrying value of non-marketable equity securities was $46.0 million as of December 31, 2023. |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
CONVERTIBLE NOTES [Abstract] | |
Schedule of convertible note obligations included in the condensed consolidated balance sheets | Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of March 31, 2024: Fair Value (1) (In thousands) Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount Amount Leveling 2030 Convertible Notes - 2.000% $ 572,993 $ (4,174) $ 568,819 $ 652,971 2 2028 Convertible Notes - 0.375% 949,042 (9,871) 939,171 881,764 2 2027 Convertible Notes - 0.375% 563,822 (5,007) 558,815 532,513 2 2025 Convertible Notes - 1.000% (2) 249,172 (362) 248,810 278,437 2 Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2023: Fair Value (1) (In thousands) Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount Amount Leveling 2030 Convertible Notes - 2.000% $ 572,993 $ (4,349) $ 568,644 $ 684,475 2 2028 Convertible Notes - 0.375% 949,042 (10,499) 938,543 887,354 2 2027 Convertible Notes - 0.375% 563,822 (5,429) 558,393 549,839 2 2025 Convertible Notes - 1.000% 249,172 (476) 248,696 293,300 2 ______________ (1) The fair values are based on observable market prices for this debt, which is traded in less active markets and therefore is classified as a Level 2 fair value measurement. (2) |
Schedule of allocation of transaction costs related to convertible debt | The following table summarizes the original issuance costs at the time of issuance for each set of Notes: (In thousands) 2030 Convertible Notes $ 4,938 2028 Convertible Notes 24,453 2027 Convertible Notes 14,285 2025 Convertible Notes 17,646 |
Schedule of interest expense | Interest expense on the Notes includes the following: Three Months Ended March 31, (In thousands) 2024 2023 Debt issuance costs amortization $ 1,315 $ 1,378 Debt discount amortization 25 31 Gain on settlements of convertible notes — (10,324) Coupon interest expense 4,906 3,354 Total interest expense (income) on convertible notes $ 6,246 $ (5,561) |
Schedule of effective interest rates related to convertible debt | The following table summarizes the effective interest rates of the Notes: Three Months Ended March 31, 2024 2023 2030 Convertible Notes 2.12 % 2.12 % 2028 Convertible Notes 0.64 % 0.64 % 2027 Convertible Notes 0.67 % 0.67 % 2025 Convertible Notes 1.18 % 1.18 % |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of amounts recognized in accumulated other comprehensive income (loss) (AOCI) | The amounts recognized in AOCI for the three months ended March 31, 2024 were as follows: (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Securities (1) AOCI Balance at December 31, 2023 $ 1,374 $ 54 $ 1,428 Other comprehensive income (loss) before reclassifications (1,140) (808) (1,948) Amounts reclassified from accumulated other comprehensive income (loss) — 21 21 Net current period change in accumulated other comprehensive income (loss) (1,140) (787) (1,927) Balance at March 31, 2024 $ 234 $ (733) $ (499) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2024. The amounts recognized in AOCI for the three months ended March 31, 2023 were as follows: (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Securities (1) AOCI Balance at December 31, 2022 $ 53 $ (5,289) $ (5,236) Other comprehensive loss before reclassifications 550 2,289 2,839 Amounts reclassified from accumulated other comprehensive income (loss) — 678 678 Net current period change in accumulated other comprehensive income (loss) 550 2,967 3,517 Balance at March 31, 2023 $ 603 $ (2,322) $ (1,719) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2023. |
Schedule of amounts reclassified from accumulated other comprehensive income (loss) | Amounts reclassified from AOCI for the three months ended March 31, 2024 and 2023 were as follows: Affected Line Item in the Three Months Ended March 31, Details about AOCI Components (In thousands) 2024 2023 Change in value of available-for-sale investments Sales and maturities of available-for-sale investments Investment income, net $ 21 $ 678 Total reclassifications $ 21 $ 678 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity Under the Stock Plans | A summary of stock option activity under the Stock Plans is as follows: Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) (Aggregate intrinsic value in thousands) Outstanding, January 1, 2024 1,286,173 $ 47.67 3.8 Exercised (133,097) 16.03 Forfeited (14,409) 94.95 Outstanding, March 31, 2024 1,138,667 $ 50.77 3.9 $ 31,533 Vested and expected to vest, March 31, 2024 1,138,667 $ 50.77 3.9 $ 31,533 Exercisable, March 31, 2024 1,138,667 $ 50.77 3.9 $ 31,533 ______________ (1) The total intrinsic value of options exercised, net of shares withheld for taxes, during the three months ended March 31, 2024 and 2023 was $2.9 million and $4.8 million, respectively, determined as of the date of exercise. |
Summary of Restricted Stock and Restricted Stock Unit Activity Under the Stock Plans | A summary of restricted stock and RSU activity during the three months ended March 31, 2024 is as follows: Restricted Shares Weighted Average Grant Date Fair Value (1) Outstanding, January 1, 2024 6,272,763 $ 73.39 Granted 3,673,677 57.64 Released (2) (1,731,848) 81.17 Forfeited (179,074) 63.48 Outstanding, March 31, 2024 8,035,518 $ 64.60 ______________ (1) The weighted average grant date fair value of the RSUs granted during the three months ended March 31, 2023 was $60.25. (2) |
Share-based Payment Arrangement, Performance Shares, Activity | A summary of PSU activity during the three months ended March 31, 2024 is as follows: Performance Share Units (1) Weighted Average Grant Date Fair Value (2) Outstanding, January 1, 2024 1,597,801 $ 92.73 Granted 854,749 63.13 Released (3) (63,809) 140.20 Forfeited (182,714) 134.17 Outstanding, March 31, 2024 2,206,027 $ 76.46 ______________ (1) The PSUs listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding PSUs as of March 31, 2024 was 1,097,448. (2) The weighted average grant date fair value of the PSUs granted during the three months ended March 31, 2023 was $79.17. (3) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Supplemental disclosure of cash flow information related to our operating leases | Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Three Months Ended March 31, (In thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,771 $ 9,135 Operating cash flows from finance leases 263 170 Finance cash flows from finance leases 1,336 745 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 9,019 $ (3,833) Right-of-use assets obtained in exchange for new finance lease liabilities 9,006 318 Weighted-average remaining lease term - operating leases (in years) 7.10 7.18 Weighted-average remaining lease term - finance leases (in years) 3.17 3.07 Weighted-average discount rate - operating leases 6.58 % 6.42 % Weighted-average discount rate - finance leases 6.87 % 6.67 % |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Revenue from external customers by geographic areas | The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location. Three Months Ended March 31, (In thousands) 2024 2023 United States $ 592,991 $ 565,182 Outside of United States 44,533 37,268 Total revenues $ 637,524 $ 602,450 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of the Numerator and Denominator Used to Calculate Basic EPS and Diluted EPS (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average common shares outstanding—basic (in shares) | 182,350 | 178,574 |
Increase (decrease) in net loss per share (in usd per share) | $ (0.60) | $ (0.42) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 34,612 | 33,195 |
Shares issuable upon exercise of stock options | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 1,139 | 1,416 |
Shares issuable upon the release of restricted stock awards | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 8,036 | 6,877 |
Shares issuable upon the release of performance share units | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 2,206 | 1,671 |
Shares issuable upon conversion of convertible notes | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 23,231 | 23,231 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 637,524 | $ 602,450 |
Screening | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 474,798 | 443,195 |
Screening | Medicare Parts B & C | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 173,790 | 171,730 |
Screening | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 254,143 | 233,033 |
Screening | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 46,865 | 38,432 |
Precision Oncology | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 162,726 | 155,432 |
Precision Oncology | Medicare Parts B & C | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 48,050 | 47,381 |
Precision Oncology | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 46,700 | 44,932 |
Precision Oncology | International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 44,533 | 37,268 |
Precision Oncology | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 23,443 | 25,851 |
COVID-19 Testing | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 0 | $ 3,823 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Variable consideration | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Liability, Cumulative Catch-up Adjustment to Revenue, Change in Estimate of Transaction Price as a Percentage of Revenue | (1.00%) | 2% |
MARKETABLE SECURITIES - Schedul
MARKETABLE SECURITIES - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Marketable securities | |||
Cash and money market | $ 329,357 | $ 530,100 | |
Cash equivalents | 18,130 | 75,278 | |
Total cash, cash equivalents and restricted cash | 347,487 | 605,378 | $ 421,365 |
Estimated Fair Value | 320,150 | 243,703 | |
Equity securities | 2,586 | 3,841 | |
Marketable securities | 304,606 | 172,266 | |
Total cash, cash equivalents and marketable securities | 652,093 | 777,644 | |
Marketable securities | |||
Marketable securities | |||
Estimated Fair Value | 302,020 | 168,425 | |
Available-for-sale debt securities | $ 302,020 | $ 168,425 |
MARKETABLE SECURITIES - Sched_2
MARKETABLE SECURITIES - Schedule of Available For Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Available-for-sale securities | ||
Amortized Cost | $ 320,883 | $ 243,649 |
Gains in Accumulated Other Comprehensive Income (Loss) | 117 | 406 |
Losses in Accumulated Other Comprehensive Income (Loss) | (850) | (352) |
Estimated Fair Value | 320,150 | 243,703 |
Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 18,132 | 75,278 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | (2) | 0 |
Estimated Fair Value | 18,130 | 75,278 |
Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 302,751 | 168,371 |
Gains in Accumulated Other Comprehensive Income (Loss) | 117 | 406 |
Losses in Accumulated Other Comprehensive Income (Loss) | (848) | (352) |
Estimated Fair Value | 302,020 | 168,425 |
Commercial paper | Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 72,243 | |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | |
Estimated Fair Value | 72,243 | |
Commercial paper | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 8,712 | 20,984 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 8,712 | 20,984 |
U.S. government agency securities | Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 18,132 | 3,035 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | (2) | 0 |
Estimated Fair Value | 18,130 | 3,035 |
U.S. government agency securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 81,779 | 56,594 |
Gains in Accumulated Other Comprehensive Income (Loss) | 24 | 166 |
Losses in Accumulated Other Comprehensive Income (Loss) | (90) | (44) |
Estimated Fair Value | 81,713 | 56,716 |
Corporate bonds | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 141,211 | 55,712 |
Gains in Accumulated Other Comprehensive Income (Loss) | 76 | 175 |
Losses in Accumulated Other Comprehensive Income (Loss) | (442) | (59) |
Estimated Fair Value | 140,845 | 55,828 |
Asset backed securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 71,049 | 35,081 |
Gains in Accumulated Other Comprehensive Income (Loss) | 17 | 65 |
Losses in Accumulated Other Comprehensive Income (Loss) | (316) | (249) |
Estimated Fair Value | $ 70,750 | $ 34,897 |
MARKETABLE SECURITIES - Sched_3
MARKETABLE SECURITIES - Schedule of Underlying Maturities of AFS Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Available-for-sale securities | ||
Due in one year or less, Cost | $ 122,777 | |
Due in one year or less, Fair Value | 122,673 | |
Due after one year through five years, Cost | 198,106 | |
Due after one year through five years, Fair Value | 197,477 | |
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 320,883 | $ 243,649 |
Gains in Accumulated Other Comprehensive Income (Loss) | 117 | 406 |
Losses in Accumulated Other Comprehensive Income (Loss) | (850) | (352) |
Estimated Fair Value | 320,150 | 243,703 |
Cash equivalents | ||
Available-for-sale securities | ||
Due in one year or less, Cost | 18,132 | |
Due in one year or less, Fair Value | 18,130 | |
Due after one year through five years, Cost | 0 | |
Due after one year through five years, Fair Value | 0 | |
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 18,132 | 75,278 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | (2) | 0 |
Estimated Fair Value | 18,130 | 75,278 |
Cash equivalents | Commercial paper | ||
Available-for-sale securities | ||
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 72,243 | |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | |
Estimated Fair Value | 72,243 | |
Cash equivalents | U.S. government agency securities | ||
Available-for-sale securities | ||
Due in one year or less, Cost | 18,132 | |
Due in one year or less, Fair Value | 18,130 | |
Due after one year through five years, Cost | 0 | |
Due after one year through five years, Fair Value | 0 | |
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 18,132 | 3,035 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | (2) | 0 |
Estimated Fair Value | 18,130 | 3,035 |
Marketable securities | ||
Available-for-sale securities | ||
Due in one year or less, Cost | 104,645 | |
Due in one year or less, Fair Value | 104,543 | |
Due after one year through five years, Cost | 198,106 | |
Due after one year through five years, Fair Value | 197,477 | |
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 302,751 | 168,371 |
Gains in Accumulated Other Comprehensive Income (Loss) | 117 | 406 |
Losses in Accumulated Other Comprehensive Income (Loss) | (848) | (352) |
Estimated Fair Value | 302,020 | 168,425 |
Marketable securities | Commercial paper | ||
Available-for-sale securities | ||
Due in one year or less, Cost | 8,712 | |
Due in one year or less, Fair Value | 8,712 | |
Due after one year through five years, Cost | 0 | |
Due after one year through five years, Fair Value | 0 | |
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 8,712 | 20,984 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 8,712 | 20,984 |
Marketable securities | U.S. government agency securities | ||
Available-for-sale securities | ||
Due in one year or less, Cost | 63,225 | |
Due in one year or less, Fair Value | 63,170 | |
Due after one year through five years, Cost | 18,554 | |
Due after one year through five years, Fair Value | 18,543 | |
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 81,779 | 56,594 |
Gains in Accumulated Other Comprehensive Income (Loss) | 24 | 166 |
Losses in Accumulated Other Comprehensive Income (Loss) | (90) | (44) |
Estimated Fair Value | 81,713 | 56,716 |
Marketable securities | Corporate bonds | ||
Available-for-sale securities | ||
Due in one year or less, Cost | 30,241 | |
Due in one year or less, Fair Value | 30,195 | |
Due after one year through five years, Cost | 110,970 | |
Due after one year through five years, Fair Value | 110,650 | |
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 141,211 | 55,712 |
Gains in Accumulated Other Comprehensive Income (Loss) | 76 | 175 |
Losses in Accumulated Other Comprehensive Income (Loss) | (442) | (59) |
Estimated Fair Value | 140,845 | 55,828 |
Marketable securities | Asset backed securities | ||
Available-for-sale securities | ||
Due in one year or less, Cost | 2,467 | |
Due in one year or less, Fair Value | 2,466 | |
Due after one year through five years, Cost | 68,582 | |
Due after one year through five years, Fair Value | 68,284 | |
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss | 71,049 | 35,081 |
Gains in Accumulated Other Comprehensive Income (Loss) | 17 | 65 |
Losses in Accumulated Other Comprehensive Income (Loss) | (316) | (249) |
Estimated Fair Value | $ 70,750 | $ 34,897 |
MARKETABLE SECURITIES - Sched_4
MARKETABLE SECURITIES - Schedule of Gross Unrealized Losses and Fair Values of Investments in an Unrealized Loss Position (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | $ 227,645 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (670) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 13,528 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (180) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 241,173 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (850) |
Marketable securities | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 219,530 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (668) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 13,528 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (180) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 233,058 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (848) |
Cash equivalents | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 8,115 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (2) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 0 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | 0 |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 8,115 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (2) |
Corporate bonds | Marketable securities | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 109,000 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (434) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 3,490 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (8) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 112,490 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (442) |
Asset backed securities | Marketable securities | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 46,430 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (145) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 8,042 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (171) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 54,472 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (316) |
U.S. government agency securities | Marketable securities | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 64,100 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (89) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 1,996 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (1) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 66,096 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (90) |
U.S. government agency securities | Cash equivalents | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 8,115 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (2) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 0 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | 0 |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 8,115 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | $ (2) |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 57,936 | $ 58,593 |
Semi-finished and finished goods | 70,598 | 68,882 |
Total inventory | $ 128,534 | $ 127,475 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Estimated Useful Lives (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 1,148,215 | $ 1,115,557 |
Accumulated depreciation | (446,174) | (417,203) |
Property, plant and equipment, net | 702,041 | 698,354 |
Land | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 4,716 | 4,716 |
Leasehold and building improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 225,477 | 214,562 |
Land improvements | ||
Property, plant and equipment | ||
Estimated Useful Life | 15 years | |
Property, plant and equipment, at cost | $ 6,747 | 6,729 |
Buildings | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 290,777 | 290,777 |
Computer equipment and computer software | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Property, plant and equipment, at cost | $ 171,148 | 168,131 |
Machinery and equipment | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 303,469 | 290,294 |
Furniture and fixtures | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 35,994 | 35,756 |
Assets under construction | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 109,887 | $ 104,592 |
Minimum | Buildings | ||
Property, plant and equipment | ||
Estimated Useful Life | 30 years | |
Minimum | Machinery and equipment | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Minimum | Furniture and fixtures | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Maximum | Buildings | ||
Property, plant and equipment | ||
Estimated Useful Life | 40 years | |
Maximum | Machinery and equipment | ||
Property, plant and equipment | ||
Estimated Useful Life | 10 years | |
Maximum | Furniture and fixtures | ||
Property, plant and equipment | ||
Estimated Useful Life | 10 years |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, plant and equipment | ||
Depreciation | $ 30,632 | $ 26,815 |
Assets under construction | 109,900 | |
Buildings | ||
Property, plant and equipment | ||
Assets under construction | 5,200 | |
Machinery and equipment | ||
Property, plant and equipment | ||
Assets under construction | 56,000 | |
Leasehold and building improvements | ||
Property, plant and equipment | ||
Assets under construction | 8,100 | |
Computer software | ||
Property, plant and equipment | ||
Assets under construction | $ 40,500 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite Lived Intangible Assets Net Balances and Weighted Average Useful Lives (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,007,102 | $ 1,007,331 |
Accumulated Amortization | (390,246) | (366,935) |
Intangibles, net | 616,856 | 640,396 |
In-process research and development | 1,250,000 | 1,250,000 |
Finite-lived and indefinite-lived intangible assets, gross | 2,257,102 | 2,257,331 |
Finite-lived and indefinite-lived intangible assets, net | $ 1,866,856 | $ 1,890,396 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 11 years 4 months 24 days | 11 years 7 months 6 days |
Cost | $ 104,000 | $ 104,000 |
Accumulated Amortization | (29,715) | (27,903) |
Intangibles, net | $ 74,285 | $ 76,097 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 6 years 9 months 18 days | 7 years |
Cost | $ 4,000 | $ 4,000 |
Accumulated Amortization | (1,000) | (889) |
Intangibles, net | $ 3,000 | $ 3,111 |
Patents and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 5 years | 4 years 6 months |
Cost | $ 11,542 | $ 11,542 |
Accumulated Amortization | (9,961) | (9,600) |
Intangibles, net | $ 1,581 | $ 1,942 |
Developed Technology Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 7 years | 7 years 3 months 18 days |
Cost | $ 887,560 | $ 887,789 |
Accumulated Amortization | (349,570) | (328,543) |
Intangibles, net | $ 537,990 | $ 559,246 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 69,598 | |
2025 | 91,860 | |
2026 | 90,800 | |
2027 | 90,800 | |
2028 | 90,800 | |
Thereafter | 182,998 | |
Intangibles, net | $ 616,856 | $ 640,396 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Recognized Goodwill | ||
Beginning balance | $ 2,367,120 | $ 2,346,040 |
Goodwill, foreign currency translation gain (loss) | (273) | 388 |
Ending balance | 2,367,052 | 2,367,120 |
Resolution Bioscience | ||
Recognized Goodwill | ||
Resolution Bioscience acquisition | $ 20,692 | |
Goodwill, Purchase Accounting Adjustments | $ 205 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross value of intangible asset | $ 1,007,102,000 | $ 1,007,331,000 | |
Finite-lived intangible assets, accumulated amortization | 390,246,000 | 366,935,000 | |
Intangibles, net | 616,856,000 | 640,396,000 | |
Impairment losses | 0 | $ 0 | |
Developed Technology Rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross value of intangible asset | 887,560,000 | 887,789,000 | |
Finite-lived intangible assets, accumulated amortization | 349,570,000 | 328,543,000 | |
Intangibles, net | $ 537,990,000 | $ 559,246,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair value measurements | ||
Equity securities | $ 2,586 | $ 3,841 |
Non-marketable securities | 6,560 | 7,650 |
Contingent consideration | 294,260 | 288,657 |
Contingent consideration | (21,700) | |
Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash (1) | 4,297 | 4,297 |
Equity securities | 2,586 | 3,841 |
Non-marketable securities | 6,560 | 7,650 |
Contingent consideration | 288,657 | |
Contingent consideration | (294,260) | |
Total | 368,690 | 500,934 |
Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 140,845 | 55,828 |
Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Estimated Fair Value | 8,712 | 20,984 |
Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 81,713 | 56,716 |
Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 70,750 | 34,897 |
Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 329,357 | 530,100 |
Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 18,130 | 3,035 |
Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 72,243 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash (1) | 4,297 | 4,297 |
Equity securities | 2,586 | 3,841 |
Non-marketable securities | 0 | 0 |
Contingent consideration | 0 | |
Contingent consideration | 0 | |
Total | 336,240 | 538,238 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 329,357 | 530,100 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash (1) | 0 | 0 |
Equity securities | 0 | 0 |
Non-marketable securities | 0 | 0 |
Contingent consideration | 0 | |
Contingent consideration | 0 | |
Total | 320,150 | 243,703 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 140,845 | 55,828 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Estimated Fair Value | 8,712 | 20,984 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 81,713 | 56,716 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 70,750 | 34,897 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 18,130 | 3,035 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 72,243 | |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash (1) | 0 | 0 |
Equity securities | 0 | 0 |
Non-marketable securities | 6,560 | 7,650 |
Contingent consideration | 288,657 | |
Contingent consideration | (294,260) | |
Total | (287,700) | (281,007) |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | $ 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | $ 0 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ 288,657 | |
Ending balance | 294,260 | |
Change in amount of contingent consideration liability | $ 5,603 | $ (8,937) |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Non-marketable Equity Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |||
Non-marketable securities | $ 6,560 | $ 7,650 | |
Changes in fair value | (1,090) | ||
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Cumulative Amount | 5,100 | $ 800 | |
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Cumulative Amount | 15,100 | 11,234 | |
Other Investment Not Readily Marketable, Fair Value | 45,968 | 39,428 | |
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount | 0 | 400 | |
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Annual Amount | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration | $ 294,260,000 | $ 288,657,000 | |
Business Combination, Contingent Consideration, Liability, Current | 21,700,000 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 272,600,000 | ||
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount | 0 | $ 400,000 | |
Venture capital investment fund | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment owned, at fair value | 5,400,000 | $ 5,200,000 | |
Committed capital | 18,000,000 | ||
Committed capital callable | $ 12,400,000 | ||
Product development and other milestone-based payments | Weighted average | Measurement Input, Probability of Success | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration liability, measurement input | 0.90 | 0.89 | |
Product development and other milestone-based payments | Weighted average | Measurement Input, Present-value Factor | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration liability, measurement input | 0.060 | 0.058 | |
Foreign exchange forward | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative, notional amount | $ 46,200,000 | $ 39,500,000 | |
Derivative, fair value | 0 | 0 | |
Gain (Loss) on derivative instruments, net, pretax | 0 | $ 0 | |
Thrive, Ashion and OmicEra | Fair value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration | $ 294,300,000 | $ 288,700,000 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) | 1 Months Ended | |||||
Jan. 31, 2023 | Dec. 31, 2021 | Nov. 30, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 29, 2022 | |
Long-term debt | ||||||
Financing receivable, amount elected to collateralize | $ 50,000,000 | |||||
Securitized receivables | ||||||
Long-term debt | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Line of credit facility, current borrowing capacity | $ 123,700,000 | |||||
Line of credit facility, interest rate at period end | 6.87% | |||||
Long-Term Debt, Excluding Current Maturities | $ 50,000,000 | |||||
Securitized receivables | Minimum | ||||||
Long-term debt | ||||||
Long-Term Debt, Excluding Current Maturities | $ 50,000,000 | |||||
Revolving loan agreement | Revolving loan agreement | Line of credit | ||||||
Long-term debt | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Minimum market value covenant | 150,000,000 | |||||
Maximum outstanding cash advances threshold | $ 20,000,000 | |||||
Variable rate | 0.60% | |||||
Remaining borrowing capacity | $ 145,600,000 | $ 145,600,000 | ||||
City letter of credit | Revolving loan agreement | Line of credit | ||||||
Long-term debt | ||||||
Proceeds from lines of credit | $ 1,500,000 | $ 2,900,000 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
2027 Convertible Notes | ||
Long-term debt | ||
Coupon interest rate | 0.375% | 0.375% |
Principal Amount | $ 949,042 | $ 949,042 |
Unamortized Debt Discount and Issuance Costs | (9,871) | (10,499) |
Net Carrying Amount | 939,171 | 938,543 |
2027 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 881,764 | $ 887,354 |
2028 Convertible Notes | ||
Long-term debt | ||
Coupon interest rate | 0.375% | 0.375% |
Principal Amount | $ 563,822 | $ 563,822 |
Unamortized Debt Discount and Issuance Costs | (5,007) | (5,429) |
Net Carrying Amount | 558,815 | 558,393 |
2028 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 532,513 | $ 549,839 |
2030 Convertible Notes | ||
Long-term debt | ||
Coupon interest rate | 1% | 1% |
Principal Amount | $ 249,172 | $ 249,172 |
Unamortized Debt Discount and Issuance Costs | (362) | (476) |
Net Carrying Amount | 248,810 | 248,696 |
2030 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 278,437 | $ 293,300 |
Convertible Notes Payable2030 | ||
Long-term debt | ||
Coupon interest rate | 2% | 2% |
Principal Amount | $ 572,993 | $ 572,993 |
Unamortized Debt Discount and Issuance Costs | (4,174) | (4,349) |
Net Carrying Amount | 568,819 | 568,644 |
Convertible Notes Payable2030 | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 652,971 | $ 684,475 |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 06, 2023 USD ($) | Mar. 01, 2023 USD ($) | |
Long-term debt | ||||||
Principal amount, convertible note | $ 1 | |||||
Repurchase price, as percentage of principal amount, if company undergoes change of control | 100 | |||||
Market price (in dollars per share) | $ / shares | $ 69.06 | |||||
Proceeds from issuance of convertible notes | $ 0 | $ 137,976 | ||||
Gain (Loss) on Extinguishment of Debt | $ 17,700 | |||||
Other Investment Not Readily Marketable, Fair Value | 39,428 | $ 45,968 | $ 39,428 | |||
Significant Unobservable Inputs (Level 3) | Fair value, nonrecurring | ||||||
Long-term debt | ||||||
Other Investment Not Readily Marketable, Fair Value | $ 46,000 | |||||
2030 Convertible Notes | ||||||
Long-term debt | ||||||
Gain (Loss) on Extinguishment of Debt | 7,400 | |||||
2030 Convertible Notes | ||||||
Long-term debt | ||||||
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares) | 13.26 | |||||
Conversion price (in dollars per share) | $ / shares | $ 75.43 | |||||
Potential shares issued from convertible instrument (in shares) | shares | 3.3 | |||||
Effective interest rate (as a percent) | 1.18% | 1.18% | ||||
Amount of debt extinguished | 65,800 | |||||
Interest expense amortization term | 9 months 14 days | |||||
Convertible Notes Payable2027 | ||||||
Long-term debt | ||||||
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares) | 8.96 | |||||
Conversion price (in dollars per share) | $ / shares | $ 111.66 | |||||
Potential shares issued from convertible instrument (in shares) | shares | 5 | |||||
Effective interest rate (as a percent) | 0.67% | 0.67% | ||||
Amount of debt extinguished | 183,700 | |||||
Interest expense amortization term | 2 years 11 months 15 days | |||||
2027 Convertible Notes | ||||||
Long-term debt | ||||||
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares) | 8.21 | |||||
Conversion price (in dollars per share) | $ / shares | $ 121.84 | |||||
Potential shares issued from convertible instrument (in shares) | shares | 7.8 | |||||
Effective interest rate (as a percent) | 0.64% | 0.64% | ||||
Amount of debt extinguished | 201,000 | |||||
Interest expense amortization term | 3 years 11 months 1 day | |||||
Convertible Notes Payable2030 | ||||||
Long-term debt | ||||||
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares) | 12.37 | |||||
Conversion price (in dollars per share) | $ / shares | $ 80.83 | |||||
Potential shares issued from convertible instrument (in shares) | shares | 7.1 | |||||
Effective interest rate (as a percent) | 2.12% | 2.12% | ||||
Face amount | $ 500,000 | |||||
Proceeds from issuance of convertible notes | 138,000 | |||||
Proceeds from Debt, Net of Issuance Costs | $ 133,000 | |||||
Interest expense amortization term | 5 years 11 months 1 day | |||||
Convertible Notes Payable2030 | 2030 Convertible Notes | ||||||
Long-term debt | ||||||
Face amount | $ 73,000 |
CONVERTIBLE NOTES - Schedule _2
CONVERTIBLE NOTES - Schedule of Transaction Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Convertible Notes Payable2027 | |
Long-term debt | |
Total transaction costs | $ 14,285 |
Convertible Notes Payable2028 | |
Long-term debt | |
Total transaction costs | 24,453 |
Convertible Notes Payable2030 | |
Long-term debt | |
Total transaction costs | 4,938 |
2030 Convertible Notes | |
Long-term debt | |
Total transaction costs | $ 17,646 |
CONVERTIBLE NOTES - Summary of
CONVERTIBLE NOTES - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Debt issuance costs amortization | $ 1,315 | $ 1,378 |
Debt discount amortization | 25 | 31 |
Gain on settlements of convertible notes, net | 0 | (10,324) |
Coupon interest expense | 4,906 | 3,354 |
Total interest expense (income) on convertible notes | $ 6,246 | $ (5,561) |
CONVERTIBLE NOTES - Schedule _3
CONVERTIBLE NOTES - Schedule of Effective Interest Rates Related to Convertible Debt (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
2030 Convertible Notes | ||
Schedule of Convertible notes [Line Items] | ||
Effective interest rate (as a percent) | 1.18% | 1.18% |
2028 Convertible Notes | ||
Schedule of Convertible notes [Line Items] | ||
Effective interest rate (as a percent) | 0.67% | 0.67% |
2027 Convertible Notes | ||
Schedule of Convertible notes [Line Items] | ||
Effective interest rate (as a percent) | 0.64% | 0.64% |
Convertible Notes Payable2030 | ||
Schedule of Convertible notes [Line Items] | ||
Effective interest rate (as a percent) | 2.12% | 2.12% |
LICENSE AND COLLABORATION AGR_2
LICENSE AND COLLABORATION AGREEMENTS - Mayo (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Oct. 31, 2017 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Research and development expense | $ 110,608 | $ 95,419 | |
Licensing agreements | Mayo | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Period patent remains in effect | 5 years | ||
Collaborative Arrangements Amount Agreed to Pay upon Achievement of Sale Milestones | $ 3,000 |
LICENSE AND COLLABORATION AGR_3
LICENSE AND COLLABORATION AGREEMENTS - John Hopkins University (Details) - Licensing agreements - USD ($) $ in Millions | Jun. 30, 2023 | Jan. 05, 2021 |
Resolution Bioscience acquisition | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Sales-based Milestone Payments | $ 45 | |
Sales milestone range one | The Broad Institute, LLC | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Collaborative arrangement sales milestone amount | $ 500 |
LICENSE AND COLLABORATION AGR_4
LICENSE AND COLLABORATION AGREEMENTS - The Broad Institute (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Product development and other milestone-based payments | The Broad Institute, LLC | Licensing agreements | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaborative Arrangements Development Milestone Amount | $ 6,500 |
LICENSE AND COLLABORATION AGR_5
LICENSE AND COLLABORATION AGREEMENTS - Translational Genomics Research Institute (Details) $ in Millions | Jan. 11, 2021 USD ($) |
TARDIS Technology | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Sales-based Milestone Payments | $ 45 |
LICENSE AND COLLABORATION AGR_6
LICENSE AND COLLABORATION AGREEMENTS - Watchmaker Genomics (Details) $ in Millions | Jul. 31, 2023 USD ($) |
Watchmaker Genomics, Inc | Licensing agreements | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | $ 82 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 3,145,305 | $ 3,043,162 |
Other comprehensive loss before reclassifications | (1,948) | 2,839 |
Amounts reclassified from accumulated other comprehensive income (loss) | 21 | 678 |
Net current period change in accumulated other comprehensive income (loss) | (1,927) | 3,517 |
Ending balance | 3,132,618 | 3,057,708 |
Cumulative Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 1,374 | 53 |
Other comprehensive loss before reclassifications | (1,140) | 550 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Net current period change in accumulated other comprehensive income (loss) | (1,140) | 550 |
Ending balance | 234 | 603 |
Unrealized Gain (Loss) on Marketable Securities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 54 | (5,289) |
Other comprehensive loss before reclassifications | (808) | 2,289 |
Amounts reclassified from accumulated other comprehensive income (loss) | 21 | 678 |
Net current period change in accumulated other comprehensive income (loss) | (787) | 2,967 |
Ending balance | (733) | (2,322) |
AOCI | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 1,428 | (5,236) |
Ending balance | $ (499) | $ (1,719) |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule of Amounts Reclassified from AOCI (Details) - Reclassification out of accumulated other comprehensive income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Changes in Accumulated Other Comprehensive Income (Loss) | ||
Total reclassifications | $ 21 | $ 678 |
Unrealized Gain (Loss) on Marketable Securities | ||
Changes in Accumulated Other Comprehensive Income (Loss) | ||
Investment income, net | $ 21 | $ 678 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-based compensation | ||
Stock-based compensation expense | $ 60,370 | $ 49,139 |
Stock plans | ||
Stock-based compensation | ||
Unrecognized compensation cost | $ 520,800 | |
Weighted average period for recognition of cost | 2 years 9 months 18 days |
STOCK-BASED COMPENSATION - Fair
STOCK-BASED COMPENSATION - Fair Value and Activity (Details) - Stock plans - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Shares | |||
Outstanding at the beginning of the period (in shares) | 1,286,173 | ||
Exercised (in shares) | (133,097) | ||
Forfeited (in shares) | (14,409) | ||
Outstanding at the end of the period (in shares) | 1,286,173 | 1,138,667 | |
Vested and expected to vest at end of period (in shares) | 1,138,667 | ||
Exercisable at the end of the period (in shares) | 1,138,667 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 47.67 | ||
Exercised (in dollars per share) | 16.03 | ||
Forfeited (in dollars per share) | 94.95 | ||
Outstanding at the end of the period (in dollars per share) | $ 47.67 | 50.77 | |
Vested and expected to vest at end of period (in dollars per share) | 50.77 | ||
Exercisable at the end of the period (in dollars per share) | $ 50.77 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding | 3 years 9 months 18 days | 3 years 10 months 24 days | |
Vested and expected to vest at end of period | 3 years 10 months 24 days | ||
Exercisable at the end of the period | 3 years 10 months 24 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period | $ 31,533 | ||
Vested and expected to vest at end of period | 31,533 | ||
Exercisable at the end of the period | 31,533 | ||
Total intrinsic value of options exercised | $ 2,900 | $ 4,800 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Shares and RSUs | ||
Restricted Shares | ||
Outstanding at the beginning of the period (in shares) | 6,272,763 | |
Granted (in shares) | 3,673,677 | |
Released (in shares) | (1,731,848) | |
Forfeited (in shares) | (179,074) | |
Outstanding at the end of the period (in shares) | 8,035,518 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 73.39 | |
Granted (in dollars per share) | 57.64 | |
Released (in dollars per share) | 81.17 | |
Forfeited (in dollars per share) | 63.48 | |
Outstanding at the end of the period (in dollars per share) | $ 64.60 | |
Fair value of equity instruments other than options vested in period | $ 140.2 | $ 121.2 |
Restricted stock units | ||
Weighted Average Exercise Price | ||
Granted (in dollars per share) | $ 60.25 |
STOCK-BASED COMPENSATION - Sh_2
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Performance Shares, Activity (Details) - Shares issuable upon the release of performance share units - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Stock-based compensation | |||
Outstanding (in shares) | 2,206,027 | 1,597,801 | |
Outstanding (in dollars per share) | $ 76.46 | $ 92.73 | |
Granted (in shares) | 854,749 | ||
Granted (in dollars per share) | $ 63.13 | $ 79.17 | |
Released (in shares) | (63,809) | ||
Released (in dollars per share) | $ 140.20 | ||
Forfeited (in shares) | (182,714) | ||
Forfeited (in dollars per share) | $ 134.17 | ||
Number of outstanding performance share units (in shares) | 1,097,448 | ||
Fair value of equity instruments other than options vested in period | $ 8.9 | $ 1 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 9,771 | $ 9,135 |
Operating cash flows from finance leases | 263 | 170 |
Finance cash flows from finance leases | 1,336 | 745 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | (9,019) | (3,833) |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 9,006 | $ 318 |
Weighted-average remaining lease term - operating leases (in years) | 7 years 1 month 6 days | 7 years 2 months 4 days |
Weighted-average remaining lease term - finance leases (in years) | 3 years 2 months 1 day | 3 years 25 days |
Weighted-average discount rate - operating leases | 6.58% | 6.42% |
Weighted-average discount rate - finance leases | 6.87% | 6.67% |
Operating Lease, Right-of-Use Asset Modification | $ 6,200 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 142,017 | $ 143,708 |
Additional amount to be recognized at lease commencement for the lease liability | 189,600 | 190,400 |
Operating lease liability, current | 27,225 | 29,379 |
Operating lease liability, noncurrent | 162,405 | 161,070 |
Finance lease, right-of-use asset | $ 18,600 | 11,300 |
Finance lease, right-of-use asset, statement of financial position, extensible list | Other long-term assets, net | |
Finance lease liability | $ 19,500 | 11,900 |
Finance lease liability, current | $ 6,400 | $ 4,400 |
Finance lease, liability, current, statement of financial position, extensible list | Other current liabilities | Other current liabilities |
Finance lease liability, noncurrent | $ 13,100 | $ 7,500 |
Finance lease, liability, noncurrent, statement of financial position, extensible list | Other long-term liabilities | Other long-term liabilities |
WISCONSIN ECONOMIC DEVELOPMEN_2
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS (Details) - Amended wisconsin economic development tax credit agreement $ in Millions | 1 Months Ended | |
Dec. 31, 2021 USD ($) position | Mar. 31, 2024 USD ($) | |
Agreements | ||
Capital investment expenditures over specified period, requirement to earn the refundable tax credits | $ 350 | |
Full-time positions that must be created over a specified time period to earn the refundable tax credits | position | 1,300 | |
Period over which the capital investment expenditures must be incurred and the creation of full-time positions must be completed | 5 years | |
Refundable tax credits earned | $ 18.5 | $ 11 |
Credit earning rate | 10% | |
Maximum credits available to earn | $ 7 | |
Refundable tax credit receivable | 5.5 | |
Prepaid expenses and other current assets | ||
Agreements | ||
Refundable tax credit receivable | 4.2 | |
Other long-term assets | ||
Agreements | ||
Refundable tax credit receivable | $ 1.3 |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | ||
Contract asset | $ 41.4 | $ 41.7 |
Contract with Customer, Receivable, after Allowance for Credit Loss | $ 31.6 | $ 31.6 |
Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 7 years | 7 years 3 months 18 days |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,367,052 | $ 2,367,120 | $ 2,346,040 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 637,524 | $ 602,450 |
Number of operating segments | segment | 1 | |
United States | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 592,991 | 565,182 |
Outside of United States | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 44,533 | $ 37,268 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Tax expense (benefit) | $ 1,806 | $ 1,657 | |
Deferred tax liabilities, net | 18,200 | $ 17,300 | |
Unrecognized tax benefits | $ 38,200 | $ 36,400 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | May 01, 2024 | Apr. 17, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of convertible notes | $ 0 | $ 137,976 | |||||
Convertible Notes Payable2028 | |||||||
Subsequent Event [Line Items] | |||||||
Amount of debt extinguished | $ 201,000 | ||||||
Interest rate (as a percent) | 0.375% | 0.375% | |||||
Subsequent event | |||||||
Subsequent Event [Line Items] | |||||||
Contract Termination Fee Annual Installments | $ 9,200 | ||||||
Contract termination fee | $ 27,600 | ||||||
Subsequent event | Convertible Notes Payable2031 | |||||||
Subsequent Event [Line Items] | |||||||
Face amount | $ 620,700 | ||||||
Proceeds from issuance of convertible notes | $ 266,800 | ||||||
Proceeds from Debt, Net of Issuance Costs | 259,800 | ||||||
Interest rate (as a percent) | 1.75% | ||||||
Subsequent event | Convertible Notes Payable2028 | |||||||
Subsequent Event [Line Items] | |||||||
Amount of debt extinguished | $ 359,700 |